Terms of Service

Effective Date: May 23, 2025

Welcome to SubPort! These Terms of Service ("Terms") govern your access to and use of the SubPort social e-commerce platform, available at www.Sub-Port.com, and any related services (collectively, the "Service"). The Service is operated by SubPort LLC ("SubPort," "we," "us," or "our"), located in Denver, Colorado, USA.

By accessing or using the Service, you agree to be bound by these Terms, our Privacy Policy, and our Return Policy, which are incorporated by reference. If you do not agree to these Terms, you may not access or use the Service.

1. Acceptance of Terms

By creating an account, accessing, or using the SubPort Service as either a Fan or a Creator (each, a "User"), you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy and Return Policy. We may update these Terms from time to time. When changes are made, authenticated Users will be required to accept the new terms via a popup at login or upon their return to the platform. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.

2. Eligibility and User Accounts

The Service is intended for users who are at least thirteen (13) years of age. By accessing or using the Service, you represent and warrant that you are 13 years of age or older. To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your password and for any activities or actions under your account. SubPort is not liable for any loss or damage arising from your failure to maintain the security of your account.

3. The SubPort Service

SubPort is a social e-commerce platform that allows Creators to create and sell merchandise to their Fans. Fans can subscribe to stores, like items for personalized recommendations, and purchase items from one or many stores at once.

3.1. Role as Merchant of Record:

SubPort LLC acts as the merchant of record for all transactions conducted through the Service. This means SubPort is responsible for processing payments, handling refunds (as per our Return Policy), and managing sales tax obligations.

3.2. Creator Stores:

Creators can establish "vessels" (stores) to offer a diverse assortment of items, including art, jewelry, knick-knacks, apparel, digital items, home goods, and anything else permissible under these Terms.

3.3. Payments & Fees:

• Stripe Processing: All payments are processed through Stripe. A Stripe transaction fee of 2.9% + $0.30 per transaction is deducted from the Creator's set price for the item.
• SubPort Service Fees: SubPort adds its service fees to each order, which are paid by the Fan. These fees enable SubPort to operate and provide its services.
• Creator Payouts: Creators are paid out daily for orders that were fulfilled that day. Payouts are handled via Stripe Connect. Creators must link a Stripe Connect account through their Integrations page to receive payouts. There are no minimum payout thresholds. Creator payouts include any shipping fees collected for the item.
• Creator Plans: While there are no current subscription fees for Creators, SubPort may introduce tiered plans in the future that enable more features for different plans. Notice of any such changes will be provided as per Section 13.

3.4. Order Fulfillment:

• Digital Items: For digital items, SubPort will email the purchased item directly to the customer on the Creator's behalf upon successful order completion.
• Print-on-Demand (POD): For print-on-demand items, Printful will print and ship the items directly to the customer.
• Other Physical Items: For all other physical items, the Creator is solely responsible for packaging and shipping the items to the customer in a timely manner.

4. User Content

4.1. Creator Content:

Creators retain full ownership of the intellectual property rights in the content and merchandise they create and upload to their SubPort store ("Creator Content"). By uploading Creator Content, you grant SubPort a non-exclusive, worldwide, royalty-free, transferable license to use, reproduce, distribute, display, and perform your Creator Content in connection with the operation and promotion of the Service. This includes, but is not limited to, displaying your products in the marketplace, in search results, and in marketing materials for SubPort.

4.2. User-Generated Content (UGC):

Fans can post comments to Creator products and interact by liking products or subscribing to Creator stores ("User-Generated Content" or "UGC"). You grant SubPort a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use, host, display, reproduce, modify, adapt, publish, distribute, and create derivative works of any UGC you post on the Service. This license is solely for the purposes of operating, developing, providing, promoting, and improving the Service.

5. Prohibited Content and Conduct

You agree not to post, upload, transmit, or otherwise make available any content or engage in any conduct on the Service that:

• Is illegal, promotes illegal activities, or is involved in the sale of illegal items.
• Constitutes hate speech or promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group.
• Is adult, explicit, or sexually suggestive.
• Is violent or promotes violence.
• Involves the sale of counterfeit goods or materials.
• Includes hazardous materials or weapons.
• Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment. Digital items must be virus-free.
• Is not of the Creator's own creation or does not have appropriate royalty-free licenses.

Additionally, you agree not to engage in any of the following prohibited activities:

• Spamming other users or the platform.
• Harassing, bullying, or threatening other users.
• Engaging in fraudulent purchases or sales.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code of the Service.
• Data scraping, crawling, or using any automated means to access or collect data from the Service without express written permission.
• Misrepresenting your identity or your relationship with a person or entity.
• Interfering with or disrupting the integrity or performance of the Service or data contained therein.
• Attempting to gain unauthorized access to the Service or its related systems or networks.
• SubPort reserves the right to remove any content or terminate any account that violates these Prohibited Content and Conduct guidelines, at its sole discretion, without prior notice.

6. Intellectual Property Infringement (DMCA)

SubPort respects the intellectual property rights of others. If you believe your copyright or trademark has been infringed on SubPort, please notify us following the procedures outlined in the Digital Millennium Copyright Act (DMCA). SubPort will respond to valid notices of alleged copyright infringement.

7. Refunds, Returns, and Exchanges (SubPort Return Policy)

As the Merchant of Record, SubPort manages all refunds, returns, and exchanges. Please refer to our separate Return Policy for full details regarding:

• The 30-day return window for physical items.
• Accepted reasons for returns (damaged, wrong item) and non-acceptance for buyer's remorse.
• Policies for Print-on-Demand (POD) items (aligning with Printful's policy).
• Policies for digital items (final sale unless proven corrupt or not as advertised).
• The process for initiating a return or refund (contacting SubPort customer support).
• Responsibility for return shipping costs (likely handled by SubPort on a transaction-by-transaction basis).
• The impact of refunds on Creator payouts.

8. Dispute Resolution (Fan-Creator & User-SubPort)

8.1. Fan-Creator Disputes:

SubPort will handle and work to resolve disputes between Fans and Creators regarding products (e.g., quality, non-delivery, misrepresentation). Fans should contact SubPort customer support to initiate any dispute. SubPort's decision in such disputes will be final. In cases where a Creator repeatedly fails to comply with valid refund and return requests as determined by SubPort, their account may be removed from the platform after multiple altercations.

8.2. Disputes Between You and SubPort LLC:

Any dispute or claim relating in any way to your use of any SubPort Service, or to any products or services sold or distributed by SubPort, will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms of Service as a court would.

WE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SUBPORT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICE.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUBPORT, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; OR (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. THE MAXIMUM AGGREGATE LIABILITY OF SUBPORT FOR ALL CLAIMS RELATING TO THE SERVICE SHALL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID SUBPORT FOR THE SERVICE IN THE LAST SIX MONTHS.

11. Indemnification

You agree to defend, indemnify, and hold harmless SubPort LLC, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Service or your violation of these Terms; (b) your Creator Content or UGC; or (c) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right.

12. Termination

We may terminate your access to and use of the Service, at our sole discretion, at any time and without notice to you, including without limitation if you breach any of these Terms. Upon any termination, discontinuation, or cancellation of the Service or your account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

13. Governing Law

These Terms and any action related thereto will be governed by the laws of the State of Colorado, USA, without regard to its conflict of law provisions.

14. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy and Return Policy, constitute the entire and exclusive understanding and agreement between SubPort and you regarding the Service. Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without SubPort's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. SubPort may freely assign or transfer these Terms without restriction. Notices: Any notices or other communications provided by SubPort under these Terms, including those regarding modifications to these Terms, will be given by posting to the Service. Waiver of Rights: SubPort's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SubPort. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Severability: If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.